Common use of Options and RSUs Clause in Contracts

Options and RSUs. At the Effective Time: (a) The Representative shall pay to the Surviving Corporation for payment to each Optionholder, subject to any applicable Withholding Taxes, the applicable Per Option Merger Consideration due to such Optionholder under Section 2.10(c) with respect to each Option. Further payments, if any, to the Surviving Corporation for payment to each Optionholder from the Purchase Price Adjustment Escrow Account, the Indemnification Escrow Account, the Representative Escrow Account or otherwise pursuant to this Agreement shall be made by, or at the direction of, the Representative as, if and when an amount is released or paid to the Representative pursuant to the terms of this Agreement and the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or the Representative Escrow Agreement, as applicable, and any such further payments shall be paid at the same time, as nearly as practicable, as related payments are made to the Common Stockholders. (b) The Representative shall pay to the Surviving Corporation for payment to each RSU Holder, subject to any applicable Withholding Taxes, the Per Share Common Stock Merger Consideration due to such RSU Holder under Section 2.10(c) with respect to each RSU and the applicable Per RSU Dividend Equivalent Payment due to such RSU Holder under the terms of, and with respect to, each RSU. Further payments, if any, to the Surviving Corporation for payment to each RSU Holder from the Purchase Price Adjustment Escrow Account, the Indemnification Escrow Account, the Representative Escrow Account or otherwise pursuant to this Agreement shall be made by, or at the direction of, the Representative as, if and when an amount is released or paid to the Representative pursuant to the terms of this Agreement and the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or the Representative Escrow Agreement, as applicable, and any such further payments shall be paid at the same time, as nearly as practicable, as related payments are made to the Common Stockholders.